UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENTA INCORPORATED
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
372 45 M 20 7
(CUSIP Number)
MAY 11, 2004
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 11
Page 1 of 11
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PARAMOUNT BIOCAPITAL ASSET MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 3,551,532 (includes call options to purchase
Each 3,000,000 shares)
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
3,551,532 (includes call options to purchase
3,000,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,551,532 (includes call options to purchase 3,000,000
shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
4.2%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 2 of 11
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES MASTER FUND II, LTD.
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,882,893 (includes call options to purchase
Each 1,560,000 shares)
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,882,893 (includes call options to purchase
1,560,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,882,893 (includes call options to purchase 1,560,000
shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
2.3%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 3 of 11
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES DOMESTIC FUND, LP
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,406,873 (includes call options to purchase
Each 1,200,000 shares)
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,406,873 (includes call options to purchase
1,200,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,873 (includes call options to purchase 1,200,000
shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes CertainShares *
[_]
11 Percent of Class Represented By Amount in Row (9)
1.7%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 4 of 11
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES DOMESTIC FUND II, LP
2 Check the Appropriate Box If a Member of a Group *
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 261,766 (includes call options to purchase
Each 240,000 shares)
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
261,766 (includes call options to purchase
240,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
261,766 (includes call options to purchase 240,000
shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
0.3%
12 Type of Reporting Person *
CO
* see instructions before filling out
Page 5 of 11
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LINDSAY A. ROSENWALD, M.D.
2 Check the Appropriate Box If a Member of a Group *
a. [_]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 2,793,218
Shares
Beneficially 6 Shared Voting Power
Owned By 3,551,532 (includes call options to purchase
Each 3,000,000 shares)
Reporting 7 Sole Dispositive Power
Person 2,793,218
With
8 Shared Dispositive Power
3,551,532 (includes call options to purchase
3,000,000 shares)
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,290,750 (includes call options to purchase 3,000,000
shares)
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[_]
11 Percent of Class Represented By Amount in Row (9)
7.8%
12 Type of Reporting Person *
IN
* see instructions before filling out
Page 6 of 11
ITEM 1(A) NAME OF ISSUER:
Genta Incorporated (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Two Connell Drive
Berkeley Heights, New Jersey 07922
PHONE: 908-286-9800
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of Dr. Lindsay A. Rosenwald,
Paramount BioCapital Asset Management, Inc. ("PCAM"), Aries Domestic
Fund, L.P. ("ADF1"), The Aries Master Fund II, Ltd., a Cayman Island
exempted company ("AMF2"), and Aries Domestic Fund II, L.P. ("ADF2"
and, collectively, the "Filing Persons"). See attached Exhibit A
which is a copy of their agreement in writing to file this statement
jointly on behalf of each of them. The Filing Persons have made, and
will continue to make, their own investment decisions
Dr. Rosenwald is an investment banker, venture capitalist, fund
manager and sole stockholder and chairman of Paramount BioCapital.
Paramount BioCapital is the managing member to each of Aries I and
Aries II and the investment manager to Aries Select.
As of May 11, 2004, the Filing Persons believe they are eligible to
file reports pursuant to Rule 13d-1(C) of the Securities Exchange
Act of 1934. Accordingly, the Filing Persons are disclosing their
interests in the Issuer on a Schedule 13G.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Paramount
BioCapital, ADF1, ADF2 and Dr. Rosenwald is 787 Seventh Avenue, 48th
Floor, New York, New York, 10019. The address of the principal
business office of Aries Select is c/o Fortis Fund Services Cayman
Limited, Grand Pavilion Commercial Center, 802 West Bay Road, Grand
Cayman, Cayman Islands.
ITEM 2(C) CITIZENSHIP:
1) Paramount BioCapital is a Subchapter S corporation incorporated
in Delaware;
2) AMF2 is a Cayman Islands exempted company;
3) ADF1 and ADF2 are Delaware limited liability companies;
4) Dr. Rosenwald is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock (the "Shares").
Page 7 of 11
ITEM 2(E) CUSIP NUMBER:
372 45 M 20 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
Each of the Reporting Persons may be deemed the beneficial owner of
the following number of Shares:
(i) AMF2: 1,882,893 Shares (2.3%), which includes call options to
purchase 1,560,000 shares;
(ii) ARIES DOMESTIC: 1,406,873 Shares (1.7%), which includes call
options to purchase 1,200,000 shares;
(iii) ARIES DOMESTIC II: 261,766 Shares (0.3%), which includes call
options to purchase 240,000 shares;
(iv) PCAM: 3,551,532 Shares (4.2%), comprised of the Shares held by
AMF2, Aries Domestic and Aries Domestic II, which includes call
options to purchase 3,000,000 shares; and
(v) DR. ROSENWALD: 6,290,750 Shares (7.8%), comprised of 2,550,497
Shares and 188,721 Shares issuable upon exercise of Common Stock
purchase warrants held directly by Dr. Rosenwald and 3,551,532
Shares beneficially owned by PCAM, which includes call options to
purchase 3,000,000 shares.
ITEM 4(B) PERCENT OF CLASS:
Please see Item 11 of each cover page.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote: Please see Item 5 of each
cover page
(ii) Shared power to vote or to direct the Please see Item 6 of each
vote cover page
(iii) Sole power to dispose or to direct Please see Item 7 of each
the disposition of cover page
(iv) Shared power to dispose or to direct the Please see Item 8 of each
disposition of cover page
Page 8 of 11
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
(i) Dr. Rosenwald, as the sole shareholder of Paramount BioCapital,
has the right to participate in the receipt of dividends from, or proceeds from
the sale of, Shares held by Paramount BioCapital in accordance with his
ownership interests in Paramount BioCapital, respectively.
(ii) The partners of ADF1 have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held for
the account of ADF1, in accordance with their partnership interests in ADF1.
(iii) The partners of ADF2 have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held for
the account of ADF2 in accordance with their partnership interests in ADF2.
(iv) The shareholders of AMF have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held for
the account of AMF in accordance with their ownership interests in AMF.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
Page 9 of 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
LINDSAY A. ROSENWALD, M.D. PARAMOUNT BIOCAPITAL ASSET MANAGEMENT, INC.
By: By:
--------------------------- ---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES MASTER FUND II, LTD.
By: Paramount BioCapital Asset Management, Inc.
Its: Investment Manager
By:
---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES DOMESTIC FUND, LP
By: Paramount BioCapital Asset Management, Inc.
Its: General Partner
By:
---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES DOMESTIC FUND II, LP
By: Paramount BioCapital Asset Management, Inc.
Its Managing Manager
By:
---------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of May 11, 2004, by and
among Paramount BioCapital Asset Management, Inc., Aries
Master Fund II, Ltd., Aries Domestic Fund, L.P., Aries 11
Domestic Fund II, L.P., and Lindsay A. Rosenwald, M.D.
Page 10 of 11
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree jointly to prepare and file with regulatory
authorities a Schedule 13G and any amendments thereto reporting each of the
undersigned's ownership of securities of Genta Incorporated and hereby affirm
that such Schedule 13G is being filed on behalf of each of the undersigned.
PARAMOUNT BIOCAPITAL ASSET MANAGEMENT, INC.
Dated: May 12, 2004
New York, NY By:
--------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES MASTER FUND II, Ltd.
By: Paramount BioCapital Asset Management, Inc.
Investment Manager
Dated: May 12, 2004
New York, NY By:
--------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND, L.P.
By: Paramount BioCapital Asset Management, Inc.
General Partner
Dated: May 12, 2004
New York, NY By:
--------------------------------
Lindsay A. Rosenwald, M.D.
Chairman
ARIES DOMESTIC FUND II, L.P.
By: Paramount BioCapital Asset Management, Inc.
General Partner
Dated: May 12, 2004
New York, NY By: ________________________________
Lindsay A. Rosenwald, M.D.
Chairman
Page 11 of 11